Listening to the new Ben Folds record, Fear of Pop, will probably inspire a common initial reaction from longtime fans of the pop balladeer: what the FUCK?! His bandmates, bass player Robert Sledge and drummer Darren Jesse, are nowhere to be found on the album. Also gone are the comforting pop melodies and structures that you've come to recognize not just from Ben Folds Five's two smash records, but from the very nature of pop music itself. Instead, there are lots of unexpected beeps and gurgles and the kind of breakbeats that you'd expect to hear from Beck or the Chemical Brothers.

Those beeps and gurgles send a strong if playful message to fans drooling over the prospect of another exquisitely raucous Ben Folds Five record: FUCK OFF. In a nutshell, that seems to be the motivation behind Fear; it's shattering all preconcieved notions of what kind of music Ben Folds should be making. At the same time, it also obliterates all expectations about what fans can expect from their friendly neighborhood pop stars. Folds is not content to simply go quietly into the boring night of a rigid "record, release, tour, break...record, release, tour, break..." pattern, churning out the hits and encasing himself in an impenetrable, factory-like manufacturing cycle. Instead, he's in the studio goofing off on tape and cranking it out as an offical release.

A lot of Fear sounds like little more than goofing off in the studio. Folds and his collaborator, BFF producer Caleb Southern (assisted by John Mark Painter), seem to have had lots of fun twisting knobs and cranking out frivolous tunes, some that hang together remarkably well (the jazzy, coasting groove of "Avery M. Powers Memorial Beltway") and others that barely hang together at all (the inexplicable "Blink"). But cohesion hardly seems like the goal for most of Fear of Pop; the crew seems more bent on teasing the listener and maintaining a loose vibe than developing a suite of rigid and elegant pop tunes.

As they sonically frolic, Folds and Southern also manage to take a few swipes at pop music and sneak in the occasional deconstructionist parody of a pop genre. For "Root to This," Folds adopts a Prodigy-esque British accent and parodies the electronica phenomenon as he shouts inexplicable phrases over a slamming electronic beat. "Kops" takes a page from the book of seventies' cop show themes and sets a car chase--complete with squealing tires and shattering glass--to a whalin' funk beat and guitar riff.

And then there's "In Love," the song most resembling the piano-driven pop we've come to expect from Ben Folds. For this ballad, Folds reaches deep into his bag of kitsch to produce the ideal vocalist for a project that both parodies and redefines the parameters we've come to expect from our pop music: "Captain Kirk" himself, William Shatner. On first listen, it's a typically laughable effort, with Shatner's vocals preening and posturing in his characteristically overboard style as Folds pines away on the choruses and a string section saws in the background. But after repeated listens, the song slowly demands to be accepted seriously. You begin to feel the emotions of the singer, drawn in by Folds' lyrics in spite of Shatner's emotionally evasive "performance." The song transforms from lampoon into legitimate artistic effort.

That transformation captures the ultimate demand of Fear of Pop: it must be accepted on its own terms. That's probably why it sounds like such a thumb in the eye of the Ben Folds Five fan collective. Anyone merely expecting a BFF record minus Sledge and Jesse will be infuriated by the twists and turns and backflips of Fear of Pop. Yet once those expectations are abandoned, the album reveals its true nature: a roller-coaster ride through pop genres, with Folds capturing and discarding concepts in a seemingly random fashion.

"You're free to run/But here's a hook," Folds screams on the title track of Fear of Pop, succinctly summing up his own expectations for the record's viability in today's cookie-cutter pop marketplace. He knows that many of his fans will flee screaming from this album, to hide away with the comfort of their Matchbox 20 records until Ben Folds Five returns in a more recognizable and palatable form. But for those willing to leave their preconcieved notions at the hypothetical door, Fear is a spinning, wickedly clever blast of energy and chaos, the kind of CD that seems to cackle with glee as it obliterates pop genres and assembles its own sound from the wreckage.